Terms and Conditions Of Sales
1. Definitions and interpretation
1.1 In these Conditions:-
“Customer” means the person who accepts an MH quotation for the sale of Goods or whose order for Goods is accepted by MH;
“Conditions” means the conditions set out in this document and (unless the context otherwise requires) includes any special conditions agreed in writing between Customer and MH;
“Contract” means any contract for the sale of Goods by MH to the Customer;
“Goods” means goods (including any instalment of goods), laser cutting services and related consultancy or other services which MH is to supply to the Customer in accordance with these Conditions;
“MH” means M & H Laser Limited (registered in England under no.5866952).
2. The sale
2.1 MH sells and Customer purchases Goods in accordance with any written quotation of MH accepted by Customer, or any order of Customer accepted by MH, subject in both cases to these Conditions, which shall govern the Contract to the exclusion of any other terms.
2.2 No variation to these Conditions shall be binding unless committed to in writing and signed by or on behalf of both parties.
2.3 Any error or omission in any sales literature, quotation, price list, invoice or other document of information issued by MH is subject to correction without any liability to MH
2.4 No right or licence is granted to Customer under any intellectual property right save the right to use or resell Goods.
3. Orders and specifications
3.1 Customer is responsible to MH for ensuring the accuracy of the terms of any order (including applicable specification) submitted by Customer, and for giving MH any necessary information relating to Goods within a sufficient time to enable MH to perform the Contract in accordance with its terms.
3.2 The quantity, quality and description of Goods is set out in MH’s quotation (if accepted by Customer) or Customer’s order (if accepted by MH).
3.3 If goods are to be manufactured or any process applied to Goods by MH in accordance with a specification submitted by Customer, Customer is to indemnify MH for all loss, damages, costs and expenses incurred by MH in connection with any claim for infringement of any intellectual property rights of any other person resulting from MH’s use of Customer’s specification.
3.4 If an order is cancelled by Customer, Customer shall indemnify MH against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by MH in connection with the Contract prior to and as a result of such cancellation.
4.1 Subject to clause 4.2, all prices quoted by MH are valid for 1 month only or such other time as specified in the quotation or until earlier acceptance by Customer, after which time they may be altered by MH without notice.
4.2 MH may by giving notice to Customer at any time before completion of Goods, increase the price of Goods to reflect any increase in the cost to MH due to any factor beyond the control of MH, any change in delivery dates, quantities or specifications for Goods requested by Customer, or any delay caused by any instructions of Customer or failure of Customer to give MH adequate information or instructions.
4.3 All prices are given by MH on an ex works basis, and where MH agrees to deliver Goods otherwise than at MH’s premises, Customer is liable to pay MH’s charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable VAT which Customer is liable to pay MH.
5.1 MH may invoice Customer for the price of Goods on or at any time after MH has notified Customer that Goods are ready for collection or (as the case may be) MH has tendered delivery of Goods.
5.2 Customer will pay the price of Goods in full within 30 days of MH’s invoice, notwithstanding that delivery may not have taken place and title in Goods not passed to Customer. Time of payment of the price is of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If Customer fails to make any payment on the due date then, without prejudice to any other MH right or remedy, MH may:-
(a) cancel the Contract or suspend any further deliveries to Customer;
(b) appropriate any payment made by Customer to such of the Goods (or the goods or services supplied under any other contract between Customer and MH) as MH may think fit (notwithstanding any purported appropriation by the Customer); and
(c) charge Customer interest (before and after any judgement) on the amount unpaid, at the rate of 3% per annum above Lloyds TSB Bank plc until payment in full is made.
5.4 Notwithstanding any other provisions in this clause 5, MH may invoice Customer and require Customer to pay the price of Goods in full prior to delivery if MH reasonably believes it necessary or Customer is a new customer of MH, and MH notifies Customer prior to entry of the Contract that alternative payment terms shall apply to the Contract.
6. Risk and title
6.1 Risk in Goods passes to Customer:
(a) where Goods are delivered at MH’s premises, when MH notifies Customer that Goods are available for collection; or where Goods are delivered other than at MH’s premises, on delivery or, if Customer wrongfully fails to take delivery of Goods, when MH has tendered delivery of Goods.
6.2 Notwithstanding delivery, passing of risk in Goods or any other provision of these Conditions, title in Goods does not pass to Customer until MH has received in cash or cleared funds full payment of the price of Goods and all other goods and/or services to be supplied by MH to Customer for which payment is then due.
6.3 Until title in Goods passes to Customer, Customer holds Goods as MH’s fiduciary agent and bailee, and shall keep Goods in good condition and separate from those of Customer and third parties and properly stored, protected, insured and identified as MH’s property.
6.4 Until title in Goods passes to Customer (and provided Goods still exist and have not been resold), MH may require Customer to deliver up Goods to MH and, if Customer fails to do so, to enter upon any premises of Customer or third party where Goods are stored and repossess Goods.
6.5 Customer may not pledge or charge by way of security any Goods owned by MH, but if Customer does so all moneys owing by Customer to MH become immediately (without prejudice to any other MH right or remedy) due and payable.
7.1 Delivery of Goods is made by Customer collecting Goods at MH’s premises after MH has notified Customer that Goods are ready for collection or, if some other place for delivery is agreed, by MH delivering Goods to that place. Where Goods comprise services, delivery of such services will take place upon completion of the performance of such services.
7.2 Dates quoted for delivery of Goods are approximate only and MH is not liable for delay in delivery of Goods however caused. Goods may be delivered in advance of the quoted delivery date upon MH giving reasonable notice to Customer. Time of delivery shall not be of the essence of the Contract.
7.3 Where Goods are to be delivered in instalments, each delivery constitutes a separate contract and failure by MH to deliver any one or more of the instalments in accordance with these conditions or any claim by Customer in respect of any one or more instalments does not entitle the Customer to treat the Contract as a whole repudiated.
8. Warranties and liability
8.1 Subject to 8.2, MH warrants that Goods correspond with their specification at delivery.
8.2 MH is under no liability for any defect in Goods arising from any drawing, design or specification supplied by Customer.
MH is under no liability under 8.1 (or any other warranty) if the price for Goods has not been paid and the due date for payment has passed.
8.3 Subject to clause 8.6, any claim by Customer based on a defect in quality or condition of Goods or their failure to correspond with specification must (whether or not delivery is refused by Customer) be notified to MH within 7 days of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure, provided that Customer notifies MH of such defect or failure within 1 month of delivery. If delivery is not refused, and Customer does not notify MH accordingly, Customer may not reject Goods and MH has no liability for such defect or failure, and Customer is bound to pay the price as if Goods had been delivered in accordance with the Contract.
8.4 Where Customer make a valid claim under clause 8.3 in accordance with these Conditions, MH may replace Goods (or part) free of charge or refund to Customer the price of Goods, but shall have no further liability to Customer.
8.5 Except where death or personal injury is caused by MH’s negligence, MH is not liable to Customer by way of representation (unless fraudulent), common law duty or under any express or implied term of the Contract, for any indirect, special or consequential loss or damage whether for loss of profit or otherwise (whether caused by the negligence of MH, its employees or agents or otherwise) arising in connection with the supply of Goods or their use or resale by Customer. The entire liability of MH in connection with the Contract shall not exceed the price of Goods, except as expressly provided in these Conditions.
8.6 Where free issue material, or other property is supplied by or on behalf of Customer to MH, to be used in the performance of this Contract(“Free Issue Material”) then:-
(a) Such Free Issue Material shall at all times be at Customer’s risk (including when stored and used by MH) and Customer shall at all times be responsible for insuring such Free Issue Material.
(b) MH shall not be liable for any failure of Goods to comply with any specification where such Goods have been produced by MH using Free Issue Material to the extent that such failure is the result of the use of the Free Issue Material.
8.7 MH’s obligations hereunder will be suspended to the extent that it is prevented or hindered from complying therewith by any cause beyond its reasonable control. MH will use reasonable endeavours to remedy such cause and will resume the performance of such obligations as soon as reasonably possible after the removal of the cause.
9. Insolvency of Customer
9.1 Without prejudice to any other MH right or remedy, MH may cancel the Contract or suspend any further deliveries under the Contract if:-
(a) Customer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (other than by way of amalgamation or reconstruction); or
(b) An encumbrancer takes possession, or a receiver is appointed of any of the Customer’s undertaking; or
(c) Customer ceases, or threatens to cease, to carry on business; or
(d) MH reasonably believes that any of the above events is about to occur.
9.2 If Goods are delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10.1 MH may assign or sub-contract this Contract or any part thereof.
10.2 Notices required or permitted to be given under these Conditions must be in writing addressed to the relevant party at its registered office or principal place of business.
10.3 No waiver by MH of any breach of Contract by Customer is considered as a waiver of any subsequent breach of the same or any other provision.
10.4 If any provision of these Conditions is held by a competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question is not affected.
10.5 The Contract is governed by the laws of England. Customer will submit to the non-exclusive jurisdiction of the English courts.